INDEPENDENT BANK CORP /MI/

When evaluating the risk of an investment in our common stock, potential investors should carefully consider the risk factors appearing in Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the year ended December 31, 2025.

On July 1, 2026, Independent Bank Corporation ("IBCP") completed its acquisition of HCB Financial Corp. (“HCB”). The following represents material changes in our risk factors from the risk factors set forth in our Annual Report on Form 10-K, as updated in our Quarterly Report on Form 10-Q for the first quarter of 2026.

The integration of HCB and its subsidiary, Highpoint Community Bank, into our operations involves significant risks and uncertainties that could adversely affect our business, financial condition, and results of operations.

On July 1, 2026, we completed the acquisition of HCB, the holding company for Highpoint Community Bank. We expect to complete the full systems integration of Highpoint Community Bank's operations on November 9, 2026. The successful integration of HCB's operations is subject to a number of risks, including: challenges in consolidating banking operations, technology platforms, and data systems; difficulties in retaining key employees and customers of Highpoint Community Bank; disruption to our ongoing business during the integration process; diversion of management attention and resources from other strategic initiatives; the failure to achieve anticipated cost savings, revenue synergies, or other financial benefits of the acquisition, or the realization of such benefits taking longer than expected; and unanticipated integration costs or liabilities. We estimated cost savings equal to approximately 40% of HCB's operating expenses; however, there can be no assurance that these savings will be realized in the amounts or on the timetable we anticipate. Any failure to manage the integration process effectively or to realize the anticipated benefits of the acquisition could have a material adverse effect on our business, financial condition, and results of operations.

The loan portfolio acquired from HCB may present credit quality risks that differ from or exceed those reflected in our historical experience.

As of June 30, 2026, HCB had total loans and loans held for sale of approximately $371.9 million. We are in the process of completing our preliminary purchase accounting for the acquired loan portfolio, including the determination of acquisition-date fair values and the establishment of an allowance for credit losses under ASC 326 for acquired non-purchased credit deteriorated loans. The acquired portfolio includes commercial and retail loans originated under HCB's underwriting standards, which may differ from our own. To the extent that the acquired loans have credit characteristics, concentrations, or loss rates that differ from our expectations, we could experience higher-than-anticipated credit losses or be required to increase our provision for credit losses, either of which could have a material adverse effect on our results of operations and financial condition. In addition, HCB's loan-to-deposit ratio was approximately 67% as of year-end 2025, and the redeployment of excess liquidity into higher-yielding commercial loans, while consistent with our strategy, carries inherent credit risk.

The acquisition of HCB will result in a material increase in goodwill and other intangible assets, which could be subject to impairment.

We paid aggregate merger consideration of approximately $74.9 million in a combination of IBCP common stock and cash for all outstanding shares of HCB stock. The excess of the purchase price over the fair value of net assets acquired will be recorded as goodwill and other intangible assets. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or circumstances indicate that impairment may exist. Intangible assets with definite useful lives, such as core deposit intangibles, are amortized over their estimated useful lives. A significant decline in our stock price, deterioration in market conditions, adverse changes in applicable laws or regulations, or any number of other factors could result in an impairment charge, which could have a material adverse effect on our financial condition and results of operations.

The acquisition of HCB has resulted in an increase in our total consolidated assets to approximately $6.3 billion and may subject us to increased regulatory scrutiny and compliance obligations.

The completion of the HCB acquisition has increased our total consolidated assets to approximately $6.3 billion. As our asset size increases, we may be subject to heightened regulatory expectations with respect to enterprise risk management, capital planning, compliance, and consumer protection. Any failure to satisfy evolving regulatory expectations or conditions imposed in connection with regulatory approvals of the merger could result in enforcement actions, additional

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regulatory requirements, or restrictions on our business activities, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We may be exposed to litigation, regulatory, or reputational risks associated with HCB or Highpoint Community Bank that were not fully identified during our due diligence review.

Although we conducted due diligence in connection with the acquisition, there may be liabilities, legal or regulatory exposures, compliance deficiencies, or reputational risks associated with HCB's business that were not identified or that prove to be more significant than anticipated. Any such liabilities or exposures could result in losses, regulatory sanctions, or harm to our reputation, which could have a material adverse effect on our business, financial condition, and results of operations.